Edgar Filing: CLEMMER RICHARD L

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CLEMMER RICHARD L

2. Issuer Name and Ticker or Trading Symbol
AGERE SYSTEMS INC [AGR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

1110 AMERICAN PARKWAY NE

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007

(Street)

ALLENTOWN, PA 18109

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2007		D		26,647 ⁽¹⁾	D	$ 0	0	D
Common Stock	04/02/2007		D		2,000 ⁽¹⁾	D	$ 0	0	I	as UTMA custodian for son
Common Stock	04/02/2007		D		719 ⁽²⁾	D	$ 0	0	I	by 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

$ 1 ⁽³⁾

04/02/2007

100,000

10/30/2006⁽⁵⁾

10/30/2009

Common Stock

100,000

$ 0

125,000

Restricted Stock Unit

$ 1 ⁽³⁾

04/02/2007

125,000

10/30/2009⁽⁶⁾

10/30/2009

Common Stock

125,000

$ 0

Restricted Stock Unit

$ 1 ⁽³⁾

04/02/2007

127,000

12/01/2010⁽⁷⁾

12/01/2010

Common Stock

127,000

$ 0

Stock Options (Right to buy)

$ 9.75

04/02/2007

5,000

10/17/2003

10/16/2009

Common Stock

5,000

$ 0

Stock Options (Right to buy)

$ 9.845

04/02/2007

500,000

10/30/2006⁽⁹⁾

10/29/2012

Common Stock

500,000

$ 0

Stock Options (Right to buy)

$ 13.8

04/02/2007

3,000

12/01/2005

11/30/2011

Common Stock

3,000

$ 0

Stock Options (Right to buy)

$ 15.8

04/02/2007

3,000

02/20/2004

02/19/2010

Common Stock

3,000

$ 0

Stock Options (Right to buy)

$ 19.64

04/02/2007

260,000

12/01/2007⁽¹⁰⁾

11/30/2013

Common Stock

260,000

$ 0

Stock Options (Right to buy)

$ 39.25

04/02/2007

3,000

02/19/2005

02/18/2011

Common Stock

3,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CLEMMER RICHARD L 1110 AMERICAN PARKWAY NE ALLENTOWN, PA 18109	X		President and CEO

Signatures

Jonathan Gilbert, Attorney-in-Fact		04/04/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(6)	These restricted stock units vest on October 30, 2009, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group.
(8)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each option to purchase Agere stock was converted into an option to purchase LSI stock.
(9)	1/4 of this option vests on each of the first four anniversaries of the grant date.
(4)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each Agere RSU award was converted into an LSI RSU award.
(10)	1/4 of this option becomes exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.
(1)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger.
(3)	Each restricted stock unit represents the right to receive one share of common stock if and when the restricted stock unit vests.
(5)	1/4 of these restricted stock units vest on each of the first four anniversaries of the grant date.
(2)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger. The number of securities shown includes securities acquired in transactions exempt from and not required to be reported under Section 16.
(7)	These restricted stock units vest on December 1, 2010, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group.

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